Legal Dispute Agreement

LEGAL DISPUTE AGREEMENT

This Legal Dispute Agreement (the Agreement) is entered into as of by and between Party A (Claimant): with principal address at , and Party B (Respondent): with principal address at . Together Party A and Party B are the Parties.

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning the following matter:

WHEREAS, the Parties desire to avoid further litigation, expense and uncertainty and to settle, compromise and resolve all claims, demands, causes of action and damages arising out of or relating to the dispute described above on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement constitutes a negotiated settlement, the terms of which are set forth below.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

In this Agreement, unless the context otherwise requires: (a) "Claims" means any and all claims, counterclaims, causes of action, suits, demands, obligations, liabilities and damages known or unknown arising out of or related to the dispute described in the Recitals; and (b) "Effective Date" means the date first written above.

2. Settlement Payment and Terms

Party B agrees to pay to Party A the aggregate settlement amount of (Settlement Amount) in full satisfaction of the Claims, according to the following terms:

(a) Payment Method: .

(b) Payment Due Date: Payment shall be made no later than .

(c) If any installment payment is late, interest shall accrue at a rate of from the due date until paid, and Party A may pursue all available remedies.

3. Mutual Release

Upon receipt of the Settlement Amount in full, Party A, on behalf of itself and its heirs, successors and assigns, hereby fully and forever releases and discharges Party B and its past and present officers, directors, employees, agents, insurers, attorneys, affiliates and assigns (Released Parties) from any and all Claims, whether known or unknown, asserted or unasserted, which arise out of or relate to the matters described in the Recitals.

Party B, on behalf of itself and its heirs, successors and assigns, hereby fully and forever releases and discharges Party A and its past and present officers, directors, employees, agents, insurers, attorneys, affiliates and assigns from any and all Claims which arise out of or relate to the matters described in the Recitals.

4. Confidentiality

Except as required by law or as necessary to effectuate the terms of this Agreement, the Parties shall keep the existence, terms and amount of this settlement strictly confidential and shall not disclose such information to any third party. Confidential information may be disclosed to each Party's counsel, tax advisors and accountants, provided such recipients are informed of this confidentiality obligation prior to disclosure.

5. No Admission of Liability

This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault or wrongdoing by any Party, all such liability being expressly denied.

6. Representations and Warranties

Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the person signing on its behalf is duly authorized to do so; and (c) it has not previously assigned or transferred any claim released herein.

7. Indemnification

Each Party shall indemnify and hold harmless the other Party from and against any liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement or any representation or warranty contained herein.

8. Attorneys' Fees and Costs

If any party brings an action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

9. Taxes

Each Party shall be solely responsible for any taxes attributable to payments made pursuant to this Agreement. To the extent either Party is required to withhold taxes, such Party shall provide proof of withholding and remit net amounts as required by applicable law.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by certified mail, nationally recognized overnight courier, or personal delivery to the address below and shall be deemed given upon receipt.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation administered by a neutral mediator chosen by mutual agreement of the Parties. If mediation does not resolve the dispute within sixty (60) days of the mediator's appointment, the dispute shall be resolved by binding arbitration in accordance with the arbitration rules selected by the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No other promises, representations or inducements have been relied upon by the Parties.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

15. Amendments and Waiver

Any amendment to this Agreement must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing signed by the Party against whom the waiver is sought to be enforced. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

17. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect its interpretation. The Parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

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